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HomeMy WebLinkAbout2023 03 27 Consent 304 - The Oviedo-Winter Springs Chamber of Commerce "Central Winds Music Festival" Agreement • CONSENT AGENDA ITEM 304 Incnrinreted CITY COMMISSION AGENDA I MARCH 27, 2023 REGULAR MEETING 1454 TITLE The Oviedo-Winter Springs Chamber of Commerce "Central Winds Music Festival" agreement SUMMARY The Oviedo-Winter Springs Chamber of Commerce intends to partner with the City of Winter Springs to host a one day music festival event, "Central Winds Music Festival" located at Central Winds Park on Sunday November 19th from 10am to 6pm. For several years the Oviedo-Winter Springs Chamber of Commerce has organized an art festival held annually each fall in Winter Springs. Recently Chamber staff informed City staff that continuing to organize and manage an art festival is no longer financially feasible for their organization. Chamber staff expressed their desire on continuing to offer a marquee event in Winter Springs that would be organized and managed by the Chamber of Commerce. If approved this new event will replace The Festival of the Arts. City staff has been working with Chamber staff to identify a venue and date that will meet their needs. The proposed agreement will include a $2,000.00 facility rental fee for the exclusive use of Central Winds Park by The Chamber. Additional Oviedo-Winter Springs Chamber of Commerce obligations include, but are not limited to, providing payment for additional overtime exceeding $5,500.00 for City Law enforcement, overnight security services (if needed), all banner production costs, cost of repairs to event space (if needed), advertising, parking coordination for vendors, stage, sound, lighting, entertainment, food, beverage, generators, light towers, vendor coordinator, portable restroom facilities, etc. The City of Winter Springs will provide City Law enforcement services of up to $5,500.00 in overtime for services authorized by the Interim City Manager/City Manager to ensure public safety. Further City obligations include, but are not limited to, allowing event parking in City areas as appropriate, providing available restroom facilities at the baseball complex, two light towers in 26 addition to those provided by the Chamber, event promotion by City social media as appropriate, site preparations to include mowing grass and spraying insect repellant and road closures as necessary. RECOMMENDATION Staff recommends Commission approval for this agreement between the Oviedo-Winter Springs Chamber of Commerce and the City of Winter Springs to host the first annual " Central Winds Music Festival " Additionally, staff recommends authorizing the Interim City Manager and City Attorney prepare and execute any and all documents consistent with this agenda item. 27 CITY OF WINTER SPRINGS, FLORIDA 1st ANNUAL CENTRAL WINDS MUSIC FESTIVAL PERMIT AGREEMENT THIS PERMIT AGREEMENT ("Agreement") is made and entered into as of the day of , 2023, by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation ("City"), and THE OVIEDO-WINTER SPRINGS REGIONAL CHAMBER OF COMMERCE,INC. a Florida Not For Profit Corporation ("Permittee"). WITNESSETH: WHEREAS, Permittee desires to hold a Special Event for the benefit of the public in the interest of increasing public awareness of music, through the production of the Central Winds Music Festival on November 19, 2023 in Central Winds Park, located in and owned by the City of Winter Springs, Florida; and WHEREAS, Permittee desires a permit from the City which would authorize the Permittee to hold the lst Annual Central Winds Music Festival at the Central Winds Park as permitted under the terms of this Agreement; and WHEREAS, Permittee represents and warrants that it has the personnel, tools, materials, and experience to satisfy the permit requirements set forth hereunder and to provide the Special Event as provided herein. NOW THEREFORE, in consideration of the provisions contained in this Agreement, and other good and valuable consideration in which the parties acknowledge has been received, the parties agree as follows: 1.0 Incorporation of Recitals: The foregoing recitals are true and correct and by this reference are fully incorporated into this Agreement. 2.0 General Provisions: 2.1 Definitions. a) "Advertise" shall mean the act of publicly announcing or calling attention to the Special Event and could include, but not be limited to, the distribution of handbills or mass mailings, the use of outdoor advertising and announcements by billboard, poster, radio, television, or newspapers. b) "Agreement" or "Contract" shall mean this Agreement and all exhibits and addendums thereto between the City and Permittee regarding the Special Event permitted herein. 1St Annual Central Winds Music Festival 2023 City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce,Inc. Page 1 of 12 28 c) "Central Winds Park" shall mean the park owned and operated by the City, which is located within the City of Winter Springs on State Road 434 and adjacent to the Winter Springs High School and Lake Jessup. d) "City" shall mean the City of Winter Springs, a Florida municipal corporation and its employees, agents and contractors. e) "City Manager" shall mean the City Manager of the Winter Springs, Florida or his designee. f) "Permittee" shall mean THE OVIEDO-WINTER SPRINGS REGIONAL CHAMBER OF COMMERCE, INC., a Florida Not For Profit Corporation, and its officers, employees, agents, and its contractors. g) "Effective Date" shall be the date on which the last signatory hereto shall execute this Agreement, and it shall be the date on which this Agreement shall go into effect. The Agreement shall not be effective against any party until said date. h) "Public Records" is as defined in Chapter 119, Florida Statutes. i) "Special Event" shall mean the outdoor Central Winds Music Festival to be held at Central Winds Park, further described in this Agreement. The Special Event shall be held on November 19, 2023. The Special Event shall be planned, promoted, managed, and operated by the Permittee pursuant to the terms of this Agreement. 2.2 Permit. The City hereby permits the Permittee and the Permittee agrees to provide the Special Event outlined in this Agreement. No prior or present agreements or representations shall be binding upon any of the parties hereto unless incorporated in this Agreement. 3.0 Scope of Special Event. Permittee agrees to provide the following Special Event under the following special operating conditions: 3.1 Special Event. Permittee shall advertise, produce, plan, promote, manage and operate the Special Event in cooperation with the City. In furtherance thereof, Permittee agrees to keep the City Manager fully informed of its plan to promote, manage, and operate the Special Event so that City can reasonably satisfy its obligations under this Agreement and reasonably address issues of public health, safety, and welfare related to the Special Event. 3.2 Food and Beverage. Permittee agrees to provide all food and beverage concessions for the Special Event. Alcoholic beverages shall be limited to beer and wine. Permittee shall retain all fees, commissions, and net profits from the concessions provided by Permittee. 1St Annual Central Winds Music Festival 2023 City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce,Inc. Page 2 of 12 29 3.3 Sponsorship; Event Fees. Unless otherwise provided in this Agreement, Permittee shall retain the sole right to all sponsorships and paid fees for the Special Event. 3.4 Staging; Other Production Materials. Permittee shall provide all staging and production materials necessary to produce a high quality Special Event including, but not limited to, professional audio system, staging and stage lighting, golf carts, radios,tents,port-a-lets, security, event staff, and catering for staff. 3.5 Professional Entertainment. Permittee shall provide professional entertainment during the Special Event as deemed appropriate to a family-oriented and traditional Music Festival event. 3.6 City Special Event Policy. Permittee agrees to comply with the City's written Special Event policies, if any, deemed applicable to the Special Event by the City Manager. 3.7 Permits. Permittee shall obtain all local, state, and federal permits necessary to hold the Special Event and conduct any particular activities therein. City shall waive all City permit fees for the Special Event in consideration of the compensation required to be paid City under this Agreement. 4.0 Compensation, Expenses and Obligations. Compensation, expenses and obligations for the Special Event shall be paid as follows: 4.1 Permittee Expenses. Unless otherwise provided in this Agreement, Permittee shall pay all costs and expenses necessary for the Permittee to satisfy its obligations under this Agreement including, but not limited to, (1) the cost of overtime exceeding $5,500.00 for City law enforcement services authorized by the City Manager to ensure public safety during the Special Event and during set- up and breakdown of the Special Event; (2) overnight security services, if desired by Permittee; (3) facility rental fee for use of Central Winds Park in the amount of Two Thousand Dollars and Zero Cents ($2,000.00); (4) all costs of production and otherwise relating to all Central Winds Music Festival banners (5) actual cost to repair any damage to Central Winds Park and adjacent areas incurred as a direct result of the Special Event; (6) all advertising, directional, informational and like signage for the Special Event; (7) parking coordination for musicians, vendors, and public; (8) stage, sound system, lighting, and entertainment; (9) all food and beverages; (10) provide portable restroom facilities (and the cleaning and stocking thereof); (11) all generators needed for the event; (12) all necessary power at Central Winds Park to include three phase 300-amp; single phase 100- amp power drop at the main stage location and additional 20-amp as needed (each of the main drops must be isolated for during the Special event and on set-up days); (13) a minimum of eight (8) light towers to be used for the Event; and (14) clean up during and at the conclusion of the Special Event, including but not 1St Annual Central Winds Music Festival 2023 City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce,Inc. Page 3of12 30 limited to the set-up and emptying of all trash containers both throughout and until the conclusion of the Special Event. Payment for any expenses owed to the City under this provision shall be made no later than ten (10) days following the City's submission of such expenses to Permittee. If Permittee desires that such banners be returned to Permittee following the Event, Permittee is responsible for the coordination and pickup from City staff of such banners within one week of the Event. 4.2 City Obligations. City shall provide the following services and facilities for the Special Event: (1) use of Central Winds Park on the day of the Central Winds Music Festival, and Permittee shall have general access during the four (4) preceding days for set-up purposes and the four (4) days following the event for load out and clean up purposes; (2)use of Central Winds Parking areas in addition to City-owned parking areas at City Offices; (3)restroom facilities at the baseball complex; (4) promotion of the event through The Insider, E-Alerts, City Hall electronic sign messaging, and City website; (5) hanging and removal of Central Winds Music Festival banners on existing pole brackets, and, if also provided to the City by Permittee, hanging and removal of one forty-foot (40') long event banner; (6) use of electric as available in Central Winds Park; (7) mowing of the Special Event site; (8) spraying of a barrier spray and mosquito spray; (9) road closure and re-opening of Orange Avenue as needed, as determined at the City's discretion; (10) installation and removal of two (2) City-owned light towers and diesel fuel for same; (11) trash containers and liners for set-up, use, and emptying by Permittee, as required in Section 4.1 above; (12) coordination of fire and first aid services; (13) ensure the shutting down of irrigation at Central Winds Park on the Special Event date; and (14) the cost of overtime not to exceed $5,500.00 for City law enforcement services authorized by the City Manager to ensure public safety during the Special Event and during set-up and breakdown of the Special Event. 5.0 Due Diligence. Permittee acknowledges that it has investigated prior to the execution of this Agreement and satisfied itself as to the conditions affecting the Special Event desired hereunder, the availability of materials and labor, the cost thereof, the requirements to obtain necessary insurance, permits,professional entertainment and the steps necessary to complete the Special Event within the time set forth herein. The Permittee warrants unto the City that it has the competence and abilities to carefully, professionally, and faithfully complete the Special Event in the manner and within the time limits proscribed herein. The Permittee will perform the Special Event with due and reasonable diligence consistent with sound professional and labor practices and with due and reasonable consideration to the public health, safety, and welfare. 6.0 General Miscellaneous Provisions. The following general miscellaneous provisions shall apply to this Agreement: 6.1 Time of the Essence. The City's responsibility to make Central Winds Park and adjacent areas available to Permittee is limited to the time periods set forth 1St Annual Central Winds Music Festival 2023 City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce,Inc. Page 4of12 31 hereunder. As such, the Permittee acknowledges and agrees that time is of the essence for the completion of the Special Event to be performed under this Agreement. 6.2 Non-Business Day. In the event that any period of time as set forth in this Agreement expires or any date herein occurs on a Saturday, Sunday, holiday or other non-business day, then such date shall automatically extend to 5:00 p.m. on the next subsequent business day, excluding the day(s) the Special Event will be held pursuant to this Agreement. 6.3 No Assignment. This Agreement shall not be assigned or transferred unless prior written consent is granted by the City Commission of Winter Springs. 6.4 Further Assurances. From and after the execution of this Agreement, each of the parties hereto shall fully cooperate with each other and perform any further act(s), execute and deliver any further documents which may be necessary or desirable in order to carry out the purposes and intentions of this Agreement. 6.5 Legal Representation. The parties acknowledge that Anthony A. Garganese, Esquire, and Garganese, Weiss, D'Agresta & Salzman, P.A., and other attorneys therein, have acted as counsel for the City in connection with this Agreement and the transactions contemplated herein, and have not given legal advice to any party hereto other than the City. 6.6 Severability. If a word, sentence, or paragraph herein shall be declared illegal, unenforceable, or unconstitutional, the said word, sentence, or paragraph shall be severed from this Agreement, and this Agreement shall be read as if said illegal, unenforceable, or unconstitutional word, sentence, or paragraph did not exist. 6.7 Governing Law and Venue. This Agreement shall be governed by the law of the State of Florida. Venue of all disputes shall be properly placed in Seminole County, Florida. The parties agree that the Agreement was consummated in Seminole County, and the site of the Special Event is Seminole County. If any dispute concerning this Agreement arises under Federal law, the venue will be Orlando, Florida. Any objections to jurisdiction and venue are expressly waived. 6.8 Attorney's Fees. Should any litigation arise concerning this Agreement between the parties, the parties agree to bear their own costs and attorney's fees and paralegal's fees. 6.9 Non Waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other rights, unless otherwise expressly provided herein. 6.10 Notices. Any notice, request, instruction, or other document to be given as part of this Agreement shall be in writing and shall be deemed given under the following 1St Annual Central Winds Music Festival 2023 City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce,Inc. Page 5 of 12 32 circumstances: when delivered in person; or three (3) business days after being deposited in the United States Mail, postage prepared, certified or registered; or the next business day after being deposited with a recognized overnight mail or courier delivery service; or when transmitted by facsimile or telecopy transmission, with receipt acknowledged upon transmission; and addressed as follows (or to such other person or at such other addresses, of which any party hereto shall have given written notice as provided herein): TO THE CITY: City Manager City of Winter Springs 1126 East S.R. 434 Winter Springs, FL 32708-2799 (407) 327-5957 (Phone) (407) 327-6686 (Fax) WITH A COPY TO: Anthony A. Garganese, City Attorney Garganese, Weiss, D'Agresta, & Salzman P.A. 111 N. Orange Avenue, Suite 2000 Orlando, FL 32802-2873 (407) 425-9566 (Phone) (407)425-9596 (Fax) TO PERMITTEE: Roxane Ferguson, President The Oviedo-Winter Springs Regional Chamber of Commerce P.O. Box 621236 Oviedo, FL 32762-1236 Phone: (407)278-4870 Email: mailto:rferguson2owsrcc.org 6.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be original; but such counterparts shall together constitute but one and the same instrument. 6.12 Public Record. In accordance with section 119.0701, Florida Statutes, Permittee agrees that all documents, transactions, writings, papers, letters, tapes, photographs, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to this Agreement or in connection with any funds provided by the City pursuant to this Agreement may be considered public records pursuant to Chapter 119, Florida Statutes. Permittee agrees to keep and maintain any and all public records that ordinarily and necessarily would be required by the City in order to perform the services required by this Agreement. Permittee also agrees to provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes or as otherwise 1St Annual Central Winds Music Festival 2023 City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce,Inc. Page 6 of 12 33 provided by law. Permittee shall also ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. In addition, Permittee shall meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of the Permittee upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. If Permittee does not comply with a public records request, the City shall have the right to enforce the provisions of this Paragraph. In the event that Permittee fails to comply with the provisions of this Paragraph, and the City is required to enforce the provisions of this Paragraph, or the City suffers a third party award of attorney's fees and/or damages for violating the provisions of Chapter 119, Florida Statutes due to Permittee's failure to comply with the provisions of this Paragraph, the City shall be entitled to collect from Permittee prevailing party attorney's fees and costs, and any damages incurred by the City, for enforcing this Paragraph against Permittee. And, if applicable, the City shall also be entitled to reimbursement of any and all attorney's fees and damages which the City was required to pay a third party because of Permittee's failure to comply with the provisions of this Paragraph. This Paragraph shall survive the termination of this Agreement. 6.13 Interpretation. Both the City and the Permittee have participated substantially and materially in the drafting of all parts of this Agreement. As a result, it is the intent of the parties that no portion of this Agreement shall be interpreted more harshly against either of the parties as the drafter. 6.14 No Joint Venture. This Agreement shall not in any way be deemed to create a joint venture or principal-agent relationship between Permittee and the City. 6.15 No City Representations and Warranties; Success of Special Event. Permittee agrees and acknowledges that the City has made no representations and warranties regarding the Special Event. Permittee has assumed full responsibility for furnishing, performing, and completing the Special Event and that Permittee agrees and acknowledges the City has in no way guaranteed that the Special Event will be successful and profitable by any person's standard and belief of success and profit. 7.0 Entire Agreement. This Agreement represents the entire and integrated Agreement between the parties and supersedes all prior negotiations, representations, or Agreements, either oral or written, and all such matters shall be deemed merged into this Agreement. 8.0 Sovereign Immunity. The City intends to avail itself of the benefits of Section 768.28, Florida Statutes and any other statutes and common law governing sovereign immunity to the fullest extent possible. Neither this provision nor any other provision of this Agreement shall be construed as a waiver of the City's right to sovereign immunity under 1St Annual Central Winds Music Festival 2023 City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce,Inc. Page 7 of 12 34 Section 768.28, Florida Statutes, or other limitations imposed on the City's potential liability under state or federal law. Permittee agrees that City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, City shall not be liable for any claim or judgment, or portion thereof, to any one person for over two hundred thousand dollars ($200,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds three hundred thousand dollars ($300,000.00). Nothing in this Agreement is intended to inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. This paragraph shall survive termination of this Agreement. 9.0 General Liability Insurance. For all activities and services permitted and which occur under this Agreement, including any and all activities and services provided and performed by Permittee and by authorized participants of the Special Event, the Permittee shall purchase and maintain, at its own expense, such general liability insurance, food and liquor liability insurance and automobile liability insurance to cover claims for damages because of bodily injury or death of any person or property damage arising in any way out of the activities and services permitted and occurring under this Agreement, including any and all activities and services provided and performed by Permittee and by authorized participants of the Special Event. The insurance shall have minimum limits of coverage of $1,000,000.00 per occurrence combines single limit for bodily injury liability, property damage liability, and food and liquor liability. This shall include, but not be limited to, automobile liability of owned vehicles, hired and non-owned vehicles, and employee non-ownership. All insurance coverage shall be insurer(s) approved by the City Manager and licensed by the state of Florida to engage in business of writing of insurance. Neither approval by the City nor failure to disapprove the insurance furnished by a Permittee shall relieve the Permittee of the Permittee's full responsibility for performance of any obligation including the Permittee's indemnification of the City under this Agreement. The City shall be named on the foregoing insurance policies as "additional insured." The Permittee shall cause its insurance carriers to furnish insurance certificates and endorsements clearly specifying the types and amounts of coverage and effect pursuant hereto, the expiration date on such policies, and the statement that no insurance under such policies will be cancelled without thirty (30) days prior written notice to the City in compliance with other provisions of this Agreement. The Permittee shall furnish the Certificate of Insurance directly to the City's designated representative. The Permittee shall be solely responsible to pay any deductible, if any, relating to any claim made against the insurance coverages and policies provided under this Agreement. If this City has any objection to the coverage afforded by or other provision of the insurance required to be purchased and maintained by the Permittee in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify the Permittee in writing thereof within thirty (30) days of the date of delivery of such certificates and endorsements to the City. For all activities and services permitted and occurring under this Agreement, including any and all activities and services provided and performed by Permittee and by authorized participants of the Special Event, the 1St Annual Central Winds Music Festival 2023 City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce,Inc. Page 8 of 12 35 Permittee shall continuously maintain such insurance in the amount, type, and quality as required by this paragraph. 10.0 Indemnification and Hold Harmless. 10.1 For all activities and services permitted and occurring under this Agreement, including any and all activities and services provided and performed by Permittee and by authorized participants of the Special Event, the Permittee agrees to the fullest extent permitted by law, to indemnify and hold harmless the City and its employees, officers, officials, agents, servants, and attorneys from and against any and all claims, losses, damages, personal injuries (including but not limited to death), or liability (including reasonable attorney's fees), which directly or indirectly arises out of, or results from any act or failure to act of Permittee or any person authorized by Permittee to participate in the Special Event which in any way is related to Permittee's obligations under this Agreement, and/or the services and activities provided and performed under this Agreement. The indemnification provided above shall obligate the Permittee to defend at its own expense or to provide for such defense, at the option of the City, as the case may be, of any and all claims and liability and all suits and actions of every name and description that may be brought against the City or its employees, officers, officials, agents, servants, and attorneys which may arise or result from this Agreement. In all events the City shall be permitted to choose legal counsel of its sole choice, the fees for which shall be reasonable and subject to and included with this indemnification provided herein. This section shall survive termination of this Agreement. 10.2 Supplemental Addendum to Agreement Relating to Infectious Communicable Diseases. In addition to the Indemnity and Hold Harmless provisions as set forth in Section 10.1, Permittee further agrees, to the fullest extent permitted by law, to all provisions of the Waiver of Liability and Hold Harmless Agreement (Infectious Communicable Diseases Including Covid-19) ("Infectious Communicable Disease Waiver") attached hereto as a Supplemental Addendum to the Agreement and which is fully incorporated herein by this reference. Permittee shall execute the Infectious Communicable Disease Waiver along with this Agreement. 11.0 Standard of Care. In performing its activities and services hereunder, the Permittee will use that degree of care and skill ordinarily exercised, under similar circumstances by reputable members of its profession practicing in the same or similar locality. Permittee shall protect the public and property from any safety hazards directly or indirectly resulting from the Special Event and authorized participants thereto. 12.0 Public Forum Areas. The parties acknowledge and agree that during special events held on City owned or leased property, some portions of City owned or leased property such as roads, sidewalks and parks, may be considered a traditional, limited or designated 1St Annual Central Winds Music Festival 2023 City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce,Inc. Page 9of12 36 public forum under law. For these areas, the parties acknowledge that the general public may have certain levels of First Amendment rights to express themselves freely within the parameters of the U.S. and Florida Constitutions. The City intends to preserve its rights and discretion to exercise control over these areas to promote an orderly special event and public safety, but the City's control over and acceptance of First Amendment activities may be limited and will be governed by constitutional principles of law. The City does not provide any endorsements, guarantees or commitments of any kind to Permittee regarding any of these First Amendment activities should they occur during the Special Event even if said activities interfere with or impede the Special Event held by Permittee under this Agreement. 13.0 Suspension or Cancellation of Special Event. The City shall have the right to temporarily suspend or cancel the Special Event at any time in the event of an adverse weather condition, emergency, or in the event of any other occurrence requiring the temporary suspension or cancellation of the Special Event in furtherance of the health, safety and welfare of the City, pursuant to its inherent police powers under Chapter 166, Florida Statutes. Any such suspension or cancellation shall be at the City's sole discretion and shall be without penalty to the City. The City shall provide Permittee with notice of any suspension or cancellation of the Special Event as soon as is practicable under the circumstances warranting suspension or cancellation. If the Special Event is cancelled through no fault of the Permittee, the City shall refund any fees paid by Permittee under this Agreement. 14.0 Term. The term of this Agreement shall commence upon full execution of this Agreement by the parties and end at such time Permittee has fully performed all the services required by this Agreement to the complete satisfaction of the City. 15.0 Permittee's Signatory. The undersigned person executing this Agreement on behalf of Permittee hereby represents and warrants that he has the full authority to sign said Agreement for Permittee and to fully bind Permittee to the terms and conditions set forth in this Agreement. 16.0 Reporting Requirement. No later than sixty (60) days after the Special Event, Permittee agrees to make a presentation to the City Commission recapping the successes and challenges experienced during the Special Event. During the City Commission meeting, the Permittee will also present a written profit and loss statement for the Special Event which details the revenues received and expenses incurred by the Permitee. [Remainder ofpage intentionally blank. Signature page follows.] 1St Annual Central Winds Music Festival 2023 City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce,Inc. Page 10 of 12 37 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. CITY OF WINTER SPRINGS,FLORIDA THE OVIEDO-WINTER SPRINGS REGIONAL CHAMBER OF COMMERCE,INC. By: By: Roxane Ferguson, President Name: Date: Title: Date: IstAnnual Central Winds Music Festival 2023 City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce,Inc. Page 11 of 12 38 SUPPLEMENTAL ADDENDUM TO CITY OF WINTER SPRINGS 1ST ANNUAL CENTRAL WINDS MUSIC FESTIVAL PERMIT AGREEMENT WAIVER OF LIABILITY AND HOLD HARMLESS AGREEMENT INFECTIOUS COMMUNICABLE DISEASES INCLUDING COVED-19 As a condition of the use of any CITY OF WINTER SPRINGS ("CITY") Facilities and/or Property (collectively referred to as the "Facilities")and in consideration of being allowed to use the Facilities and to conduct and participate in the 1st Annual Central Winds Music Festival and related activities conducted by Permittee (collectively referred to as "Activities") thereon of any kind whatsoever, I, as the Applicant and Special Event Organizer("Permittee"),on behalf of the Permittee,and any officers,employees,agents,contractors,volunteers, and guests under their supervision and control or for whom Permittee has the capacity to contract, hereby acknowledge and agree to the following: 1. The Permittee understands that use of the Facilities includes possible exposure to illness from infectious communicable diseases including,but not limited to MRSA, influenza, and the novel coronavirus ("COVID-19"). Permittee understands the hazards of infectious communicable diseases such as COVID-19 and is familiar with the Centers for Disease Control and Prevention ("CDC") guidelines regarding COVID-19. Permittee acknowledges and understands in particular that the circumstances regarding COVID-19 are changing from day to day and that, accordingly,the CDC guidelines are regularly modified and updated,and Permittee accepts full responsibility for familiarizing itself with the most recent updates about COVID-19 and any other infectious communicable disease.Permittee further recognizes and assumes the risk that while the City has implemented sanitation procedures for its Facilities, infectious communicable diseases and COVID-19 in particular may remain on surfaces for days,sanitation procedures do not guarantee in anyway such disease is not present,and other individuals present within or upon the Facilities may be COVID+or infected with some other infectious communicable disease and Permittee accepts the inherent risks associated therewith by entering the Facilities or engaging in the Activities. 2. Notwithstanding the risks associated with infectious communicable diseases, including but not limited to those specifically set forth herein, which Permittee readily acknowledges,it hereby willingly chose to be in or on the Facilities and participate in Activities. Permittee shall also provide its officers,employees,agents,contractors,volunteers,and guests such health advisories it deems appropriate to maintain safety,in its sole responsibility and discretion,regarding communicable diseases and COVID-19 related to participating in the Activities at the Facilities, and Permittee shall further take such health and safety precautions that Permittee deems appropriate,in its sole responsibility and discretion,to ensure the health and safety of itself,and its officers,employees,agents,contractors,volunteers,and guests who will be present at the Facilities and participate in the Activities. 3. Permittee acknowledges and fully assumes the risk of illness or death related to all kinds of infectious communicable diseases including,but not limited to,COVID-19 arising from Permittee conducting the Activities at the Facilities and hereby RELEASE,WAIVE, DISCHARGE, AND COVENANT NOT TO SUE (on behalf of itself, and any officers, employees, agents,contractors, volunteers, and guests under their supervision and control or for whom Permittee has the capacity to contract to the extent legally possible,on behalf of any others with whom Permittee may come into contact and allege that they became ill or contracted any infectious communicable disease including,but not limited to, COVID-19 due to Permittee's and any of its officer's, employee's, agent's, contractor's, volunteer's, and guest's presence in or on the Facilities and/or participation in the Activities),the CITY and the City's elected officials,officers,attorneys,directors,employees,professional staff, agents and assigns (the"RELEASEES") from any liability related to any and all infectious communicable diseases including,but not limited to COVID-19 which might occur as a result of Permittee conducting the Activities at the Facilities. 4. Permittee shall hold harmless the RELEASEES from and against any and all claims, demands, suits,judgments, losses or expenses of any nature whatsoever(including,without limitation,attorneys' fees,costs and disbursements,whether of in-house or outside counsel and whether or not an action is brought,on appeal or otherwise),arising from or out of,or relating to, directly or indirectly,the infection of any and all communicable diseases including,but not limited to,COVID-19 or any other illness,property damage,injury or death alleged to have occurred on or in the Facilities or arising out of the Activities. 5. It is Permittee's express intent that this Waiver and Hold Harmless Agreement shall bind any assigns and representatives,and shall be deemed as a RELEASE, WAIVER, DISCHARGE, AND COVENANT NOT TO SUE the above-named RELEASEES. This Agreement and the provisions contained herein shall be construed,interpreted and controlled according to the laws of the State of Florida and Venue related to any legal action related to the subject matter contained in this Agreement shall be Seminole County, Florida. PERMITTEE HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL OF ANY DISPUTE ARISING IN CONNECTION WITH THIS AGREEMENT. PERMITTEE ACKNOWLEDGES THAT THIS WAIVER WAS EXPRESSLY NEGOTIATED AND IS A MATERIAL INDUCEMENT TO THE AUTHORIZATION GRANTED BY CITY TO BE ON OR IN THE FACILITIES AND PARTICIPATE IN THE ACTIVITIES. IN SIGNING THIS AGREEMENT.PERMITTEE ACKNOWLEDGES AND REPRESENTS THAT Permittee has read the foregoing Waiver of Liability and Hold Harmless Agreement, understands it and signed it voluntarily as Permittee's own free act and deed; no oral representations,statements,or inducements,apart from the foregoing written agreement,have been made;the undersigned is at least eighteen (18)years of age and fully competent and authorized to contractually bind the Permittee;and the undersigned executes this Agreement for full, adequate and complete consideration fully intending to bind the Permittee to the terms and conditions of this Agreement. Permittee further represents this waiver and hold harmless is not in lieu of,but rather in addition to,any other waiver,hold harmless,release or indemnification set forth in the City of Winter Springs,Florida's 1st Annual Central Winds Music Festival Permit Agreement and the CITY's adopted Rules, Policies &Rates for Usage for All CITY Facilities. This Agreement is hereby incorporated into and made a part of the 1st Annual Central Winds Music Festival Permit Agreement if executed in conjunction herewith. IN WITNESS WHEREOF,I have signed this Waiver and Agreement on this day of 12023. NAME OF/ORGANIZATION/PERMITTEE: SIGNATURE: NAME/TITLE: 1St Annual Central Winds Music Festival 2023 City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce,Inc. Page 12 of 12 39